Trust Purposes. During the term of this Agreement, the trust property is hereby formed, and shall be composed of, as applicable, the following assets (jointly, the “Trust Property”): (a) the Initial Contribution; (b) the Vitel Shares; (c) the OBM Shares; (d) any amounts and other assets, property, or rights that the Trustee receives pursuant to having title over the Vitel Shares, and the OBM Shares; (e) each and every amount deposited in the Trust Accounts; (f) each and every amount resulting from the Permitted Investments; (g) each and all property assigned to, or acquired by, the Trustee pursuant to the Trust Purposes as provided herein; and (h) all cash amounts, and all ancillary property, proceeds, products, and returns resulting from, or associated with, the property described in the preceding subsections of this Clause, including the rights resulting from, or associated with, the investments and operation of the Trust. In order to formalize the transfer of the OBM Shares and the Vitel Shares, the trustors, within five (5) days of the date hereof, will (i) deliver to the Trustee the stock certificates which represent that shares which they own, duly endorsed in favor of the Trustee, and (ii) deliver to the Trustee a certification issued by the Secretary of the Board of Directors which confirms that the transfer of shares referred to in this Trust Agreement has been duly registered in the corresponding Shareholder’s Registry Book of each entity. For the avoidance of doubt, the parties agree that the OBM Shares and the Vitel Shares shall be endorsed in favor of the Trustee bearing the following legend, and including the place and date in which the endorsement took place, as well as the name or denomination of the endorsing trustor: The parties hereby agree that the provisions of this Clause shall act as an inventory of the property that comprises the Trust Property upon the creation of the Trust, and the execution of this Agreement, and the Beneficiaries shall keep a copy hereof, which they receive from the Trustee to their full satisfaction. The foregoing in compliance with the provisions of item five point one of Circular Letter 1/2005 (one slash two thousand five) issued by the Mexican Central Bank.
Appears in 2 contracts
Sources: Irrevocable Management Trust Agreement (OncBioMune Pharmaceuticals, Inc), Irrevocable Management Trust Agreement (OncBioMune Pharmaceuticals, Inc)
Trust Purposes. During The purposes of this Irrevocable Management Trust Agreement (the term “Trust Purposes”) are that the Trustee perform each and every one of the activities, and that it complies with each and every one of the obligations described in this Clause 2.4, and in this Agreement, the trust property is hereby formed, and shall be composed of, as applicable, the following assets including (jointly, the “Trust Property”):
(ai) receiving the Initial Contribution;
(b) the Vitel Shares;
(c) the OBM Shares;
(d) any amounts and other assets, property, or rights that the Trustee receives pursuant to having title over the Vitel Shares, and the OBM Shares, and exercise, under instructions from the Beneficiary A, and Beneficiary B, as applicable, the corporate and property rights and obligations resulting from holding the Vitel Shares, and the OBM Shares, respectively, in terms of this Agreement and in compliance with the Shareholders Agreement; (ii) manage the Trust Property pursuant to the provisions of this Agreement; (iii) provide to the Beneficiaries the Distributions that it receives as a result holding the Vitel Shares and the OBM Shares, respectively, in terms of this Agreement; and (iv) perform all such activities that the Beneficiaries, as applicable, instruct the Trustee in writing, which are specific for the activities described in this Clause. In connection with the foregoing, the Trustee shall:
(a) be the sole and legitimate owner, maintain and preserve ownership of the property and rights that, currently, or in the future, form part of the Trust Property during the term of this Agreement;
(b) establish, maintain, and manage the Trust Accounts to adequately manage the funds that form part of the Trust Property, pursuant to the provisions of this Agreement, and apply all funds to the Trust Accounts (including the Permitted Investments) pursuant to this Agreement;
(c) receive from Beneficiary A fiduciary ownership of, and title over, the Vitel Shares;
(d) receive from Beneficiary B fiduciary ownership of, and title over, the OBM Shares;
(e) each exercise the corporate and every amount deposited in property rights resulting from the Trust AccountsVitel Shares and the OBM Shares, pursuant to the provisions of this Agreement and the Shareholders Agreement;
(f) each receive from Vitel and every amount resulting OBM amounts from the Permitted Investmentsdividends, equity reimbursements, or that are otherwise distributed in alignment to any legal requirement, respectively, to their shareholders;
(g) each provide to the Beneficiaries the Distributions that it receives from Vitel and all property assigned toOBM, or acquired byrespectively, the Trustee pursuant to the Trust Purposes as provided herein; andprovisions of this Agreement;
(h) all cash amounts, and all ancillary property, proceeds, products, and returns resulting from, or associated with, dispose of the property described Vitel Shares in the preceding subsections terms of written instructions it receives from Beneficiary A in terms of this Clause, including the rights resulting from, or associated with, the investments and operation of the Trust. In order to formalize the transfer Agreement;
(i) dispose of the OBM Shares and the Vitel Shares, the trustors, within five in terms of written instructions it receives from Beneficiary B in terms of this Agreement;
(5j) days of the date hereof, will (i) deliver pursuant to the Trustee written instructions from the stock certificates which represent Beneficiaries, invest any amounts deposited into the Trust Account in Permitted Investments pursuant to the provisions of Clause 6.2 of this Agreement;
(k) grant the general or special powers of attorney for acts of ownership, administration, litigation and collection, subscription of negotiable instruments, and any other that shares which they ownis necessary or convenient to achieve the Trust Purposes, duly endorsed including those required to defend the Trust Property, in favor of the TrusteePersons that the Beneficiaries instruct it in writing, as applicable, without this including the authority for the appointed attorneys-in-fact to be able to open and (ii) deliver to operate bank accounts. The foregoing, provided that the Trustee a certification issued by the Secretary shall not grant general powers of attorney for acts of ownership, or general powers of attorney to subscribe, guarantee, or endorse negotiable instruments in terms of article 9 of the Board of Directors which confirms that the transfer of shares referred to in this Trust Agreement has been duly registered in the corresponding Shareholder’s Registry Book of each entity. For the avoidance of doubt, the parties agree that the OBM Shares and the Vitel Shares shall be endorsed in favor of the Trustee bearing the following legend, and including the place and date in which the endorsement took place, as well as the name or denomination of the endorsing trustor: The parties hereby agree that the provisions of this Clause shall act as an inventory of the property that comprises the Trust Property upon the creation of the Trust, and the execution of this Agreement, and the Beneficiaries shall keep a copy hereof, which they receive from the Trustee to their full satisfaction. The foregoing in compliance with the provisions of item five point one of Circular Letter 1/2005 (one slash two thousand five) issued by the Mexican Central Bank.LGTOC;
Appears in 2 contracts
Sources: Irrevocable Management Trust Agreement (OncBioMune Pharmaceuticals, Inc), Irrevocable Management Trust Agreement (OncBioMune Pharmaceuticals, Inc)